UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities and Exchange Act of 1934

Date of report (Date of earliest event reported): July 10, 2015

 

 

JDS UNIPHASE CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Delaware   000-22874   94-2579683

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification Number)

430 North McCarthy Boulevard, Milpitas, CA   95035
(Address of Principal Executive Offices)   (Zip Code)

(408) 546-5000

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Reporting)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

  ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

  ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

  ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

  ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 8.01 Other Events.

On July 10, 2015, JDS Uniphase Corporation (the “Company”) issued a press release announcing that the Company continues to expect to spin off its communications and commercial optical products (“CCOP”) business into a separate, publicly-traded company, Lumentum Holdings Inc. (“Lumentum”), in the third calendar quarter of 2015, and is targeting a revised separation date in August. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated by reference in its entirety herein.

The information in this Item 8.01 of this Form 8-K, including Exhibit 99.1, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit

No.

   Description
99.1    Press Release entitled “JDSU on Track to Spin-Off CCOP Business into Lumentum” dated July 10, 2015.


Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

JDS Uniphase Corporation

By: 

/s/ Kevin Siebert

Kevin Siebert

Vice President, General Counsel and Secretary

July 10, 2015



Exhibit 99.1

 

LOGO LOGO

JDSU on Track to Spin-Off CCOP Business into Lumentum

Milpitas, Calif., July 10, 2015 – JDSU (NASDAQ: JDSU) announced today that it continues to expect to spin off its communications and commercial optical products (“CCOP”) business into a separate, publicly-traded company, Lumentum Holdings Inc. (“Lumentum”), in the third calendar quarter of 2015. Existing filings with the Securities and Exchange Commission indicate a distribution date of July 26, 2015. JDSU is continuing the customary regulatory process, and is targeting a revised separation date in August. JDSU will confirm definitive separation, record and distribution dates once the regulatory process is completed.

About JDSU

JDSU (NASDAQ: JDSU) innovates and collaborates with customers to build and operate the highest performing and highest value networks in the world. Our diverse technology portfolio also fights counterfeiting and enables high-powered commercial lasers for a range of applications. Learn more about JDSU at www.jdsu.com and follow us on Twitter, Facebook and YouTube.

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements include any guidance as to the proposed spin-off of JDSU’s CCOP business into a separate publicly traded company, including the fulfillment of any conditions to the spin-off as set forth in Lumentum’s Form 10 (“Form 10”) on file with the Securities and Exchange Commission, as amended, and as described below and the timing of the proposed spin-off. These forward-looking statements involve risks and uncertainties that could cause actual events and terms to differ materially from those set forth herein. Risks related to the proposed spin-off include the requirement to obtain certain regulatory approvals, the ability to retain key employees, the ability to recognize anticipated cost savings, the ability of each company to function successfully as a stand-alone entity, potential business disruption caused by separation preparations, customer retention and financing risks. In addition, completion of the separation is subject to certain conditions, such as receipt of tax and solvency opinions and foreign regulatory requirements. For more information on the risks related to the proposed spin-off, please refer to the “Risk Factors” section included in the Form 10. The forward-looking statements contained in this press release are made as of the date thereof and the Company assumes no obligation to update such statements.

Contacts

Press: Noel Bilodeau, 408-404-9014 or noel.bilodeau@jdsu.com

Investors: Bill Ong, 408-404-4512 or bill.ong@jdsu.com

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